EXHIBIT 10.5
* Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed separately with the Securities and
Exchange Commission.
AGREEMENT
In Athens, today on July 3, 1998, by and between:
1. The private law entity with the name "GREEK ASSOCIATION OF BASKETBALL
SOCIETES ANONYMES (E.S.A.K.E.) registered in Athens at 1 Eratosthenous and
Vas.Konstantinou Strs, duly represented herein by Messrs. Xxxxxxxx Xxxxxxx,
President of its B.O.D. and Xxxxxxxxxx Xxxxxx, Secretary General of its B.O.D.,
hereinafter mentioned as "E.S.A.K.E"
and
2. The Societe Anonyme with the name "NETHOLD HELLAS PAY-TV SOCIETE ANONYME"
pending the decision of the Prefect of Athens by which article 1 of its Articles
of Incorporation will be amended in reference to its name which will be amended
with the issue of the above decision to "NETMED HELLAS PAY-TV SOCIETE ANONYME"
with the title "NETMED HELLAS S.A.", registered in Athens at 76 Katechaki Str.,
which has the exclusive administration and exploitation of pay-tv programs, duly
represented herein in accordance to its Articles of Incorporation and the
relevant decisions of the General Meeting and its B.O.D. by Messrs.
Xxxxxxxxxxxxx Xxxxxxxxxx, Vice President of its B.O.D. and Charalampos
Tagmatarhis, hereinafter mentioned as "NETHOLD".
the following were agreed upon and mutually accepted:
CHAPTER A' - DEFINITIONS AND INTERPRETATIONS
Article 1
1.1. GAMES: are deemed to be herein, all the Greek Championship A1 Men's
National Division basketball games * organized by E.S.A.K.E. These games include
the regular games and the play-offs, which will take place in accordance to
Championship Proclamations issued exclusively by E.S.A.K.E.
1.2. TRANSMISSION: Deemed herein to be the direct to subscribers (showing) of
certain games mentioned above in par.1.1., and their recorded retransmission,
and the transmission of their highlights or extracts within the framework of
special sports programs, dedications, informative (news) programs, e.t.c. in
Greece, Cyprus and in foreign countries in general, to be effected by NETHOLD's
programs by any technical method (analogue or digital) or means (especially by
terrestrial relais and/or cable networks and/or satellite).
*
*
1.3. EXPLOITATION: It is herein deemed to be any form (not restricted to
financial) of exploitation which will result from the above transmission of
games of their recording and future repetition of their re-transmission or the
showing of their extracts or the distribution of these programs in video tapes
and in general any kind of financial exploitation by any technical method of
transmission/audio video recording.
1.4. ADVERTISING: It is herein deemed to be the promotion of products and/or
services that appear during the transmission of the games or during their normal
breaks on the t.v. screen, and in case as provided by the effective national and
European legislation.
1.5. SPONSORS/SUPPORTERS OF TEAMS: Herein deemed to be the legal and/or natural
persons that either have undertaken the general financial support of the
contesting teams irrespective of the addition or not of their distinctions
(name/xxxx) to the name of the union/kae (kae), or that promote the
names/title/logo/product or service marks in the appearance of the athletes of
the contesting teams.
1.6.a. ADVERTISING BOARDS: Herein deemed to be all the advertising boards placed
in the courts that are used as home courts by those participating in the
Championship organized by E.S.A.K.E unions/kae, in the special available spaces
for their placement and specifically in the perimeter of the court and are shown
during the game (t.v. advertising boards) which may be revolving in a manner
that for each board more than one advertisement is shown, observing in each case
the safety specifications imposed by FIBA. Also for the above boards, new
technologies such as virtual reality can be used.
b. THE REST OF THE ADVERTISING SPACES: Herein deemed to be all the spaces in the
above courts in which steady advertising boards, tapes (self adhesive or not)
and other material of advertising content can be installed/placed, such as the
center circle, restraining circle, the perimeter of the internal lines of the
court e.t.c. which are shown on the tv screen. The use of new technology as
mentioned above such as virtual reality also applies for the rest of the
advertising spaces.
CHAPTER B' - TERM, SUBJECT
Article 2
2.1. The term herein is determined to two years and it refers to the E.S.A.K.E.
Championship games (Greek Basketball Championship, A1 Men's National Division)
for the periods 1998-1999 and 1999-2000.
2.2. *
2.3. *
2.4. *
Article 3 - Television transmission and exploitation
3.1. E.S.A.K.E assigns NETHOLD the *
In the foreign countries the above exploitation may be effected either
by direct transmission of the mentioned t.v. program by NETHOLD's pay-tv
programs, or by the further assignment of the t.v. transmission rights to a t.v.
station/channel of NETHOLD'S choice.
3.2. NETHOLD warranties to E.S.A.K.E the complete and thorough transmission of
the games as far as the technical coverage and journalistic diligence is
concerned.
3.3. All expenses of any nature concerning the t.v. coverage of the games
(production, statistics e.t.c.) burden solely and exclusively NETHOLD. Solely
responsible for the fulfillment of the above undertakings are the technical and
sports departments of NETHOLD and its authorized crews.
3.4. The t.v. production material (films, videotapes e.t.c.) will remain is
NETHOLD'S exclusive proprietorship and possession, which is entitled to use it
in any legal manner. NETHOLD is obliged within two (2) business days from the
t.v. transmission of any game to deliver to E.S.A.K.E its copy in a VHS or BETA
tape in order for E.S.A.K.E. to create an archive for its showing to any
information media for the informing of the coaches, its unions/kae members and
for instructive purposes. E.S.A.K.E undertakes to ensure that this material will
not be exploited commercially by third parties.
3.5. NETHOLD undertakes to transmit at least * live * of each participating
union/kae in the E.S.A.K.E Championship * For the selection of the games to be
transmitted, before the commencement of each championship, a four member
committee will be created, comprised by two members of NETHOLD and two of
E.S.A.K.E. In the case of equality in votes, the opinion of the NETHOLD members
will prevail. NETHOLD is obliged in any case to notify E.S.A.K.E. in writing of
the games to be transmitted program at least fifteen days before the
transmission of each game. In the case that by a decision of the above
committee, the program of the games to be transmitted is modified, the above
fifteen day notice period is curtailed to ten days. It is explicitly defined
that E.S.A.K.E has the right to proceed to the postponement of a game programmed
to be transmitted for the reasons mentioned in the Proclamation and the
E.S.A.K.E. regulations, the content of which NETHOLD states that it acknowledges
and accepts. In this case E.S.A.K.E is obliged to notify NETHOLD immediately in
order for the t.v. transmission program to be modified without the above notice
periods being applied. The hours that the games will be transmitted will be
jointly defined by the parties herein, taking into consideration NETHOLD's
program needs. In any case, NETHOLD undertakes to show equally during the
regular period of each Championship of the term herein the first four unions/kae
of the final score rating of the previous period.
3.6. NETHOLD herein acquires the right and the obligation to transmit live only
* games for each game day of the E.S.A.K.E Championship, during its whole
duration in each period including the regular period and the play-offs, the
games to be chosen as above mentioned. It is defined that the games of the above
championship are conducted usually on Saturdays and Sundays, but during the
regular period and in the play-offs they can also be conducted on other
weekdays, in accordance to the E.S.A.K.E Championship Proclamation and the
relevant game program of the periods 1989-1999 (a copy of the program is
attached herein and after being signed by both parties it comprises an integral
part of the present agreement) NETHOLD thus being obliged and entitled to t.v.
transmit live only * games for each game day of the Championship. For NETHOLD's
program needs and for the fulfillment
of its obligation to transmit * live games for each game day of the
Championship, one of the programmed games for each game day will be transferred
to the next or the previous day depending on the game obligations of the
contesting teams. Also, in case of a postponement of a programmed game or a
whole game day by E.S.A.K.E for the t.v transmission of the games the above will
also be in effect.
3.7. In addition to the above live transmitted games, NETHOLD is entitled to
show * additional games recorded for each game day of the Championship. The days
and hours of the showing of the above recorded games will be defined jointly by
the parties herein as provided by term 3.5 herein taking into consideration
NETHOLD's program needs. In this NETHOLD is obliged to transmit at least two of
the above recorded home games of each union/kae participating in the above
E.S.A.K.E Championship *
3.8. NETHOLD is entitled to assign one (1) game for each game day during the
term herein, to be transmitted by any t.v. station/channel of NETHOLD's choice,
ERT S.A.'s channels preferred, if the latter so request without any
consideration paid to NETHOLD or E.S.A.K.E by these tv stations/channels. The
transmission of this game will be in any case after 12:00 midnight to 05:00 in
the morning.
Article 4 - Use and Exploitation of Advertising Boards, Other Allowances to
the unions/kae
4.1. In addition to the above * right of t.v. transmission and exploitation of
the matches of the E.S.A.K.E Championship, as defined and specified herein, the
unions/kae which participate in it, in execution of a decision passed in the
General Meeting of 1/2/3-7-98 assign to NETHOLD the * right to allocate and
exploit the tv advertising boards placed in the courts where the above
Championship games that are transmitted take place and of the other advertising
spaces as defined in term 1.6 herein above, according to the terms, conditions
and consideration mentioned herein,
4.2. E.S.A.K.E will make all reasonable endeavours in case of a dispute between
NETHOLD and any of the union/kae members of E.S.A.K.E arising form the cause
above, to arrive at a conciliatory settlement.
Article 5 - Assignment of promotion Rights through the E.S.A.K.E
Championship
5.1. In addition to the aforementioned in terms (3) and (4) rights, E.S.A.K.E
assigns to NETHOLD during the term herein the *
choice or a group of these, through the E.S.A.K.E Championship.
5.2. Such a promotion is consisted of the promotion of the logo/xxxx and of any
other distinct xxxx of NETHOLD's choice or those of a third legal or natural
person of its choice or a group of these:
a. In the trailers announcing the games to be transmitted in accordance to the
terms detailed in article 9.8. herein.
b. In the statistics cards with the information on the contesting teams which
will be shown in accordance to the terms detailed in article 9.6. herein.
c. During the shows mentioned in article 9.10 herein.
d. In the events to be organized by NETHOLD and E.S.A.K.E, according to the
terms detailed in article 9.20 herein and
e. By any other manner that the parties herein jointly agree upon, including the
addition of the aforementioned logo/xxxx or any other distinctive xxxx of
NETHOLD's xxxx, in a manner which the E.S.A.K.E Championship will be called
hereon "XXX Championship" as provided by the rest of terms agreed upon by the
parties.
5.3. In the case that NETHOLD assigns its above mentioned right to another
person as above mentioned, it undertakes to grant it without any consideration
advertising time of 3.000" for each year of the term herein.
CHAPTER C' - FINANCIAL TERMS - WARRANTIES
Article 6 - Financial Terms
6.1 NETHOLD will pay E.S.A.K.E as consideration for the * assignment to it of
the rights mentioned in articles *, the following sums and the advertising time
mentioned below in article 7.
6.1.1. For the assignment of the tv transmission and exploitation rights
mentioned above in articles * herein, and the promotion rights of NETHOLD's
products/services as these are specified through the E.S.A.K.E Championship *
NETHOLD will pay E.S.A.K.E the sum of *
This sum will be paid by NETHOLD to E.S.A.K.E as follows:
*
*
6.1.2. For the assignment of the tv transmission and exploitation rights
mentioned above in articles 3 and 5 herein, and the promotion rights of
NETHOLD's products/services as these are specified through the E.S.A.K.E
Championship * NETHOLD will pay E.S.A.K.E. the sum of *
This sum will be paid by NETHOLD to E.S.A.K.E as follows:
*
6.1.3. It is explicitly specified that expenses of any nature, duties, V.A.T.
and other surcharges on the above sums exclusively and solely burden NETHOLD.
Also it is explicitly agreed that the above mentioned dates of payment of the
installments (partial payments) are deemed to be dates of maturity of payment
and the present agreement is deemed an agreement of "timely execution".
6.1.4. The payment of the corresponding to each above mentioned installment sum
will be proven by a written receipt of payment issued by E.S.A.K.E. which will
be followed by the issue of an invoice by E.S.A.K.E., with the payment of the
corresponding VAT.
6.1.5. Though unnecessary, it is specified that the above consideration of the
agreement of the parties herein in no manner whatsoever is subject to the
provisions of article 8 par. 1 ev. f of Law 2328/1997, NETHOLD not entitled to
the retaining of any amount for any entity, the Public Sector included.
6.2 NETHOLD will pay the unions/kae members of E.S.A.K.E. that participate in
the above Championship as consideration for the exclusive assignment to it of
the rights mentioned in article 4 herein, the following sums:
6.2.1. For the assignment of the right to use and exploit the tv advertising
boards placed in the courts that the games of E.S.A.K.E.'s competence take place
*
*
6.2.2. For the calculation of the sum that each union and kae not able to
deliver the above documents of proof and other documents, is entitled to (for
example the unions/kae that have been promoted to the A1 National Men's
Basketball Division) the basis that will be taken into consideration for the
calculation is the sum that the last in the score ratings union/kae received for
the * increased by *
6.2.3 NETHOLD's above obligation concerns the payment of the sum of *
6.2.4. The manner of payment of the sum that each union/kae member of E.S.A.K.E.
is entitled to resulting from the liquidation of the rights to use and exploit
its tv advertising boards, as mentioned above, will be effected by NETHOLD to
each union/kae that participate in the E.S.A.K.E. Championship for the period *
on the basis of the specific agreements between NETHOLD and the union/kae enter
into, without E.S.A.K.E.'s intervention and on the basis of the criterion
mentioned in 6.2.2. In any case, NETHOLD's payment of the sums must be concluded
till the commencement of the Championship of the following period.
6.2.5. For the assignment of the right mentioned in article 4 to use and exploit
the tv advertising boards placed in the courts that the games of E.S.A.K.E.'s
competence take place during the period * NETHOLD will pay each of the unions
and kae members of E.S.A.K.E. that participate in the Championship of the above
period, the sums the latter has received due to the above cause (meaning from
the assignment of the right to use and exploit the tv advertising boards) during
the pervious period * plus the analogous to this sum VAT. The union/kae that
were promoted to the A1 National Division will participate in the Championship
of the above period * and will receive the sum that the union/kae promoted to
the A1 Division, received during the previous period *
6.2.6. NETHOLD's above obligation concerns the payment of the sum of *
Article 7. Other Financial Terms
7.1. In addition to the aforementioned payable sums, NETHOLD will grant each
union/kae member of E.S.A.K.E. participating in the A1 National Division
Championship of the periods * and for each game day of the term herein,
advertising time of total duration * for the promotion of their
sponsors/supporters as these are determined above in 1.5. (meaning advertising
time of * and advertising time of * for each union/kae member of ESAKE
participating in the Championship). This advertising time can not be transferred
to the following year.
7.2. The relevant advertising will be effected in NETHOLD's programs in
accordance to the effective legislation, will be invoiced based on a special
price list which will be drawn up by it and submitted to the competent tax
authority, and it will concern the advertising promotion of the persons
mentioned in article 1.5. herein.
7.3. NETHOLD is obliged to grant to E.S.A.K.E. in its programs advertising time
of * or each year of the term herein at the price of * per second which
E.S.A.K.E. will use at his judgment solely for its promotion or the promotion of
its services. E.S.A.K.E. solely is entitled to transfer the advertising time
it's entitled to the next basketball period but not to a time period later than
two years after the effective term of the present agreement.
Article 8 - Warranties
8.1. Within an annulling time limit extended to 30-7-1998 NETHOLD as warranty
for the payment of the sums mentioned in articles 6.1., 6.1.1. and 6.1.2. herein
above, is obliged to deliver to E.S.A.K.E. * letters of guarantee of recognized
bank of E.S.A.K.E.'s acceptance, of rolling validity of equal sum to the
installments mentioned in 6.1.1. and 6.1.2. above, that is of * and as provided
explicitly in its text, at its termination it will be extended to cover the
corresponding monthly installment as these have been defined of the next year of
the term herein, so that in any case a time period * will be covered and up to
the coverage of the * * installment as mentioned above.
8.2. The above letters of guarantee that will be delivered to E.S.A.K.E. will be
issued by a recognized bank accepted by E.S.A.K.E. and their text will
correspond to text of the relevant draft drawn up by E.S.A.K.E. of the
no. 18546242 letter of guarantee of ERGO Bank which was delivered to the
mentioned representatives of NETHOLD and the text of which will be adjusted to
the herein agreed. In case the above time limit passes inactive, meaning that
the above letters of guarantee are not delivered by NETHOLD to E.S.A.K.E's
offices, the present agreement will be de jure terminated and NETHOLD will be
liable for E.S.A.K.E.'s and the union/kae indemnification of
any damage caused due to it. Expenses of any nature concerning the issue of the
letters of guarantee exclusively burden NETHOLD.
8.3. In the case that E.S.A.K.E. exercises its right mentioned in *
8.4. NETHOLD delivered to E.S.A.K.E today * bank cheques issued by it the sum of
* with payment dates the ones mentioned in 6.1.1. herein above. The above
cheques except for the one payment date 7-7-98 will be returned to NETHOLD by
E.S.A.K.E. upon the delivery to the latter of the letters of guarantee.
CHAPTER D' RIGHTS AND OBLIGATIONS OF THE CONTRACTING
PARTIES.
Article 9 - Rights and Obligations of the contracting parties
9.1. In case that a programmed game is not transmitted on NETHOLD's liability,
NETHOLD is obliged to pay E.S.A.K.E. the sum of * as indemnity in addition to
the financial and e.t.c. allowances mentioned above in articles 3.4 and 5
herein. The contracting parties agree that the above sum is fair and reasonable
and covers the damage (restriction to the promotion of the advertised on the
shirts of the contesting teams e.t.c.) suffered by E.S.A.K.E. and its union/kae
members from the above cause.
9.2. In the case that a programmed game will not be transmitted on the liability
of a union/kae and under the condition that this game is not replaced by
another, NETHOLD is entitled to demand from E.S.A.K.E. and against the liable
union/kae the sum of * as indemnity for the damage it suffered by the game not
being transmitted as programmed live and the sum of * as indemnity for the
damage it suffered by the game not being transmitted as programmed recorded. The
contracting parties agree that the above sum is fair and reasonable and covers
the damage suffered by NETHOLD. NETHOLD cannot exercise this right in cases of
force majeure.
9.3. In a case of a game interrupted for any reason NETHOLD is entitled to
transmit (show) the repetition or continuation of the interrupted game without
any additional consideration. In case that a live game is cancelled such a game
will be replaced by another as mentioned specifically above.
9.4. In case of a force majeure event the regulations of the Civil Code will be
applied. Indicative are, the strike of NETHOLD's personnel, failure or other
technical problems in the signal transmission due to problems in the OTE
circuit, emergency news concerning national and solely matters of major
importance etc, athletes' strike, interruption of a game due to violence,
cancellation of a game by an act of authority, collapse of the satellite e.t.c.
9.5. NETHOLD is obliged two months before the commencement of each period to
inspect with its technical crews if the courts in which the games of the above
Championship will be conducted and comply to the prerequisites and
specifications of tv transmission and to inform E.S.A.K.E. on this matter in
writing within the above time limit.
9.6. *
9.7. *
9.8. NETHOLD is obliged to transmit each week in its programs a satisfactory
number of trailers for each of the games to be transmitted. During the
transmission of the trailers which will be effected during prime time the
simultaneous promotion of the contesting teams will also be effected with their
full name as defined in 1.5. herein above and of E.S.A.K.E.'s logo.
9.9. The tv transmission of the matches will cover the whole game and its extra
time, the showing of the advertisements during each game or its extra time must
not interfere with its completeness and in any case it will be effected with the
restrictions of the effective legislation (normal interruptions, time out,
commercial time out).
9.10. NETHOLD is obliged to transmit each week a show, of which its sports dept.
will have the journalistic responsibility. Also reportage of all the games of
the game will be shown in NETHOLD's sports programs. NETHOLD is obliged to
present in its programs every week within the bounds of sports shows the
union/kae, their history, their activities, and the head of their
administration. The presentation of the union/kae will be to the extent that
this possible, on equal terms.
9.11. NETHOLD is obliged, on its own expenses and care, to create a special
audio-visual xxxx which will include the logo E.S.A.K.E.'s and of the person
that will assume the rights defined in article 5 herein rights, the duration of
which will be 8-10". This xxxx must be full and unconditionally accepted by
E.S.A.K.E. will be shown before the beginning and after the end of the
transmitted game and before the beginning of the show mentioned above in 9.10.
9.12. Each showing on the tv screen of the teams' names, either during the
transmitted game or during the showing of highlights or in the reportage within
the framework of the above shows will include the full name of the team as
mentioned above, meaning it will include the particulars of its
sponsor/supporter in case this is added to its name and will be accompanied by
the showing of E.S.A.K.E.'s logo. E.S.A.K.E. is obliged to notify NETHOLD of a
catalog with full particulars, logos, etc., distinctive marks of
sponsors/supporters of its union/kae members.
9.13. Upon termination of each Championship, NETHOLD will deliver to E.S.A.K.E.
a BETA video tape and a VHS video tape of a up to a two hour duration each with
the best highlights of the transmitted games in order for E.S.A.K.E. to use
these with NETHOLD's written approval for educational reasons but in no case for
commercial exploitation.
9.14. NETHOLD is obliged to show in its programs without the payment of any
consideration and within the framework of its social contribution,
messages/announcements of a social content against violence in the courts which
will be created jointly with E.S.A.K.E. in order to contribute by this manner to
the attempt to stop the violence which appears in the athletic fields. All
relevant expenses burden NETHOLD.
9.15. NETHOLD is obliged to take care so that the journalists, sportscasters and
rest of its associates which will broadcast and comment the transmitted in
accordance to the above, games and the presenters of above mentioned sports
shows, mention the names and the rest of the distinctive marks of the teams as
these are defined in par. 1.5. above each time they refer to these. Also the
above persons are obliged to call the A1 National Division championship as "X
Championship" (person mentioned in article 5 herein) and to make all endeavours
for the promotion and upgrading of the E.S.A.K.E. Championship and of
professional basketball in general, avoiding in any case derogatory and
degrading for it and the organizing entity and the rest of the persons and
entities participating in it, remarks.
9.16. NETHOLD has the right of exploitation of the television advertising
broadcasted during the game with the above 9.9 restriction.
9.17. E.S.A.K.E. is obliged to provide to NETHOLD any element or information of
its disposition that could assist the better promotion of the teams and of the
championship in general.
9.18. NETHOLD solely is entitled to permit in writing the entrance of crews of
other t.v. stations/channels (either of national, or of regional or of local
coverage) in the courts where the games take place in order to receive extracts
for the information of the public as provided by article 45 par 1 of
law 1958/1991. In these cases E.S.A.K.E. should be notified in writing three
days before the conduct of the game in order to inform the personnel of the
courts.
NETHOLD undertakes to commit the television channels/stations to which it will
provide the 3minutes of information by its own recording of tv programs carriers
as mentioned above, to mention the UNIONS/KAE by their complete names as
referred hereabove.
9.19. X.X X.X.X and its members UNIONS/KAE are obliged to permit the entrance in
the courts where the games will take place of the technicians and sportscasters
etc, employees of NETHOLD and to facilitate them during the performance of their
work, by providing the suitable and secured conditions. For example they should
facilitate the installation of recording, processing and transfer of signal
equipment, the access to the cameramen and sports casters to the appropriate,
according to their judgement, areas upon the condition that they do not hinder
the Secretary, the arbitrators, the games, and the rest factors of the games
during the performance of their duties etc.
9.20. X.X X.X.X promises to NETHOLd that in the framework of the above
cooperation it will support the events (press conferences, receptions etc) that
NETHOLD will organize for the promotion of their cooperation and provides to
NETHOLD the exclusive right of the tv transmission of such events (draw,
Commencement of the championship etc)
9.21. X.X X.X.X is obliged to deliver to NETHOLD any reproductions of all the
games of the championship, either broadcasted or not, that it has probably
recorded in VHS tapes.
9.22. X.X X.X.X is obliged to deliver for each day of competition of the
Championship of its competence for the period of * to NETHOLD a sufficient
number of invitations or free entrance invitations or free entrance for the
courts, where the above games take place in order the latter to distribute them
at its judgement.
9.23. With the prejudice of those provided in article 3.1, par. 2 herein, it is
agreed that it is not permitted to NETHOLD, by any mean to assign, with or
without consideration, to any other tv station/channel of national, regional or
local coverage, the right to broadcast any game of the above championship from
those that NETHOLD is entitled to transmit, as provided, specifically and
detailed herein, as well as to assign the co-exploitation of these games, in any
way, jointly with any other entity.
9.24. Legislative restrictions that could be imposed to tv broadcasting entities
do not affect X.X X.X.X and its members, the UNIONS/KAE. In case that due to
legislative restrictions NETHOLD will be obliged to exploit its programs via
other entities it is entitled to exploit its rights deriving hereby via an other
entity to which it will assign them. In any case it will be liable towards
X.X X.X.X and towards the Unions/kae jointly and severally with its
counter-party in accordance with the said above, entity, and it waives its
benefits of discussion and of division. Any exclusion of any technical method or
mean of transmission of NETHOLD, does not consist an occasion to it to terminate
the terms of the present agreement on its favor. Both parties waive their right
to
raise any doubts of the present for any reason, including the concurrence of the
provisions of article 388 of the Civil Code.
CHAPTER E - MISCELLANOUS
Article 10
10.1. The parties agree that the terms of the present agreement, which are all
of the essential, consist their complete and unconditional agreement and any
other probable previous agreement, oral or in writing, is invalid.
10.2. It is explicitly prohibited the assignment of the rights deriving hereby
to any third party without the relevant written approval of the counter-party
with the prejudice of the provisions of articles 3.1. par. 2 and 9.24 of the
present agreement. It is permitted especially to the assignment by NETHOLD of
those rights deriving from the provision of article 4 of the present article
(concerning the grant and exploitation of the t.v advertising boards as
specified hereabove) to the company named * and it's duly represented, under the
terms and consideration which will be agreed between them and under the
condition that NETHOLD is solely liable for the payment to the Union/KAE members
of X.X X.X.X, according to articles 6.2 and 6.2.6 herein agreed consideration.
10.3. Any probable agreement of the parties herein concerning the amendment or
modification of the present is drawn up only in writing.
10.4. Any omission of any of the parties to demand the accurate observance of
the hereby agreed terms or to make use of its rights deriving hereby cannot be
interpreted as a waiver.
10.5. In case that the terms of the present agreement will not be executed or
will not be duly executed, the other party is entitled to terminate the
agreement and demand to be indemnifies for any damages
10.6. The termination of the present agreement will be effected in accordance
with the provision of the Civil Code and is notified in accordance with the
provision of the Civil Procedure Code.
10.7. For any dispute or disagreement that may arise in relation with the
interpretation of the terms of the present agreement as well as for any dispute
that may arise from its performance, will be resolved by the Competent Courts of
Athens
The present agreement was executed in 4 originals and each party received two of
them
THE PARTIES
--------------------------------------------------------------------------------
1ST ROUND
--------------------------------------------------------------------------------
------------------------------------------
1ST GAME
19/09/98
------------------------------------------
A.E.K. - OLYMPIACOS S.F.P.
PAOK - IRAKLIO O.A.A. MINOAN LINES
A.S. PAPAGOU XXXXXXXX - A.O.
SPORTING XXXXXX
XXXXXXX - X.X. PERISTERIOU
A.S. APOLLON PATRON ACHAIA XXXXXX
- G.S. PANIONIOS NUTELLA
G.S. AMAROUSSIOU - ARIS
A.O. NEAR EAST - PANATHINAIKOS A.O.
------------------------------------------
------------------------------------------
2ND GAME
26/09/98
------------------------------------------
IRAKLIO O.A.A. MINOAN LINES - A.E.K.
A.O. SPORTING XXXXXX - PAOK
G.S. PERISTERIOUS - A.S. PAPAGOU
XXXXXXXX
X.X. PANIONIOS NUTELLA - IRAKLIS
ARIS - A.S. APOLLON PATRON ACHAIA
XXXXXX
PANATHINKAIKOS A.O. - G.S.
AMAROUSSIOU
OLYMPIACOS S.F.P. - A.O. NEAR EAST
------------------------------------------
------------------------------------------
3RD GAME
03/10/98
------------------------------------------
A.E.K. - A.O. SPORTING XXXXXX
PAOK - G.S. PERISTERIOU
A.S. PAPAGOU XXXXXXXX -- G.S.
PANIONIOS NUTELLA
IRAKLIS - ARIS
A.S. APOLLON PATRON ACHAIA XXXXXX
- PANATHINAIKOS A.O.
G.S. AMAROUSSIOU - A.O. NEAR EAST
OLYMPIACOS S.F.P. -- IRAKLIO O.A.A.
MINOAN LINES
------------------------------------------
------------------------------------------
4TH GAME
10/10/98
------------------------------------------
G.S. PERISTERIOU - A.E.K.
G.S. PANIONIOS NUTELLA - PAOK
ARIS - A.S. PAPAGOU XXXXXXXX
PANATHINKAIKOS A.O. - IRAKLIS
A.O. NEAR EAST - A.S. APOLLON
PATRON ACHAIA XXXXXX
X.X. AMAROUSSIOU - OLYMPIACOS
S.F.P.
A.O. SPORTING XXXXXX - IRAKLIO O.A.A.
MINOAN LINES A.E.
------------------------------------------
------------------------------------------
5TH GAME
17/10/98
------------------------------------------
A.E.K. - G.S. PANIONIOS NUTELLA
A.S. PAPAGOU XXXXXXXX -
PANATHINAIKOS A.O.
IRAKLIS - A.O. NEAR EAST
A.S. APOLLON PATRON ACHAIA XXXXXX
- G.S. AMAROUSSIOU
OLYMPIACOS S.F.P. - A.O. SPORTING
XXXXXX
IRAKLIO O.A.A. MINOAN LINES - G.S.
PERISTERIOU
------------------------------------------
------------------------------------------
6TH GAME
24/10/98
------------------------------------------
ARIS - A.E.K.
PANATHINAKIOIS A.O. - PAOK
G.S. AMAROUSSIOS - IRAKLIS
A.S. APOLLON PATRON ACHAIA XXXXXX
- OLYMPIACOS S.F.P.
G.S. PANIONIOS NUTELLA - IRAKLIO
O.A.A. MINOAN LINES
G.S. PERISTERIOU - A.O. SPORTING
XXXXXX
------------------------------------------
------------------------------------------
7TH GAME
26/10/98
------------------------------------------
A.O. NEAR EAST - A.E.K.
G.S. AMAROUSSIOU - PAOK
A.S. PAPAGOU XXXXXXXX - G.S.
AMAROUSSIOU
IRAKLIS - A.S. APOLLON PATRON
OLYMPIAKOS S.F.P. - G.S. PERISTERIOU
IRAKLIO O.A.A. MINOAN LINES - ARIS
A.O. SPORTING XXXXXX - G.S.
PANIONIOS NUTELLA
------------------------------------------
------------------------------------------
8TH GAME
17/10/98
------------------------------------------
A.O. NEAR EAST - A.E.K.
G.S. AMAROUSSIOU - PAOK
A.S. APOLLON PATRON ACHAIA XXXXXX
- A.S. PAPAGOU XXXXXXXX
XXXXXXX - OLYMPIAKOS S.F.P.
PANATHINAIKOS A.O. - IRAKLIO O.A.A.
MINOAN LINES
ARIS - A.O. SPORTING XXXXXX
X.X. PANIONIOS NUTELLA - G.S.
PERISTERIOU
------------------------------------------
--------------------------------------------------------------------------------
2ST ROUND
--------------------------------------------------------------------------------
------------------------------------------
9TH GAME
07/11/98
------------------------------------------
A.E.K. - G.S. AMAROUSSIOU
PAOK - A.S. APOLLON PATRON ACHAIA
XXXXXX
A.S. PAPAGOU XXXXXXXX - IRAKLIS
OLMPIAKOS S.F.P. -- G.S. PANIONIOS
NUTELLA
IRAKLIO O.A.A. MINOAN LINES - A.O.
NEAR EAST
A.O. SPORTING XXXXXX -
PANATHINAIKOS A.O.
G.S. PERISTERIOU - ARIS
------------------------------------------
------------------------------------------
10TH GAME
14/11/98
------------------------------------------
A.S. APOLLON PATRON ACHAIA XXXXXX
- A.E.K.
IRAKLIS - PAOK
A.S. PAPAGOU XXXXXXXX - OLYMPIACOS
S.F.P.
G.S. AMAROUSSIOU - IRAKLIO O.A.A.
MINOAN LINES
A.O. NEAR EAST - A.O. SPORTING XXXXXX
PANATHINAIKOS A.O. - G.S.
PERISTERIOU
ARIS - G.S. PANIONIOS NUTELLA
------------------------------------------
------------------------------------------
11TH GAME
05/12/98
------------------------------------------
A.E.K. - A.O. SPORTING XXXXXX
PAOK - G.S. PERISTERIOU
A.S. PAPAGOU XXXXXXXX - G.S.
PANIONIOS NUTELLA
IRAKLIS - ARIS
A.S. APOLLON PATRON ACHAIA XXXXXX
- PANATHINAIKOS A.O.
G.S. AMAROUSSIOU - A.O. NEAR EAST
OLYMPIACOS S.F.P. - IRAKLIO O.A.A.
MINOAN LINES
------------------------------------------
------------------------------------------
12TH GAME
12/12/98
------------------------------------------
G.S. PERISTERIOU - A.E.K.
G.S. PANIONIOS NUTELLA - PAOK
ARIS - A.S. PAPAGOU XXXXXXXX
PANATHINAIKOS A.O. - IRAKLIS
A.O NEAR EAST - A.S. APOLLON
PATRON ACHAIA XXXXXX
X.X. AMAROUSSIOU - OLYMPIACOS
S.F.P.
A.O. SPORTING XXXXXX - IRAKLIO O.A.A.
MINOAN LINES A.E.
------------------------------------------
------------------------------------------
13TH GAME
19/10/98
------------------------------------------
A.E.K. - PAOK
OLYMPIACOS S.F.P. - PANATHINAIKOS A.O.
IRAKLIO O.A.A. MINOAN LINES -
A.S. PAPAGOU XXXXXXXX
X.X. SPORTING XXXXXX - IRAKLIS
G.S. PERISTERIOU - A.S. APOLON
PATRON ACHAIA XXXXXX
X.X. PANIONIOS NUTELLA -
G.S. AMAROUSIOU
ARIS - A.O. NIAR IST
------------------------------------------
------------------------------------------
14TH GAME
23/12/98
------------------------------------------
OLYMPIACOS S.F.P. - AEK
IRAKLIO O.A.A. MINOAN LINES - PAOK
A.O. SPORTING XXXXXX - A.S. PAPAGOU
XXXXXXXX
X.X. PANIONIOS NUTELLA - A.S. APOLON
PATRON ACHAIA XXXXXX
XXXX - X.X. AMAROUSIOU
PANATHINAIKOS A.O. - A.O. NIAR IST
------------------------------------------
------------------------------------------
------------------------------------------
15TH GAME
02/01/99
------------------------------------------
AEK - IRAKLIO O.A.A. MINOAN LINES
PAOK - A.O. SPORTING XXXXXX
A.S. PAPAGOU XXXXXXXX - G.S.
PERISTERIOU
IRAKLIS - G.S. PANIONIOS NUTELLA
A.S. APOLON PATRON ACHAIA XXXXXX-
ARHS
G.S. AMAROUSIOU - PANATHINKAIKOS
A.O.
A.O. NIAR IST - OLYMPIACOS S.F.P
------------------------------------------
------------------------------------------
16TH GAME
09/01/99
------------------------------------------
A.O. SPORTING XXXXXX - AEK
G.S. PERISTERIOU - PAOK
G.S. PANIONIOS NUTELLA
A.S. PAPAGOU XXXXXXXX
XXXX IRAKLIS
PANATHINKAIKOS A.O. - A.S. APOLON
PATRON ACHAIA XXXXXX
X.X., NIAR IST - G.S. AMAROUSIOU
IRAKLIO O.A.A. MINOAN LINES -
OLYMPIACOS S.F.P.
------------------------------------------
------------------------------------------
17TH GAME
16/01/99
------------------------------------------
AEK - G.S. PERISTERIOU
PAOK - G.S. PANIONIOS NUTELLA
A.S. PAPAGOU XXXXXXXX - XXXX
IRAKLIS - PANATHINAIKOS A.O.
A.S. APOLON PATRON ACHAIA XXXXXX -
A.O. NIAR IST
OLYMPIACOS S.F.P. - G.S. AMARUSIOU
IRAKLIO O.A.A. MINOAN LINES -
SPORTING XXXXXX
------------------------------------------
------------------------------------------
18TH GAME
23/01/99
------------------------------------------
G.S. PANIONIOS NUTELLA - AEK
ARIS - PAOK
PANATHINAIKOS A.O. - A.S. PAPAGOU
XXXXXXXX
X.X. NIAR IST - IRAKLIS
G.S. AMAROUSIOU - A.S. APOLON
PATRON ACHAIA XXXXXX
X.X. SPORTING XXXXXX - OLYMPIACOS
S.F.P.
G.S. PERISTERIOU - IRAKLIO O.A.A.
MINOAN LINES
------------------------------------------
------------------------------------------
19TH GAME
------------------------------------------
27/01/99
------------------------------------------
AEK - ARIS
PAOK - PANATHINAIKOS A.O.
A.S. PAPAGOU XXXXXXXX - A.O. NIAR IST
IRAKLIS - G.S. AMAROUSIOU
OLYMPIACOS S.F.P. - A.S. APOLON II.
ACHAIA XXXXXX
IRAKLIO O.A.A. MINOAN LINES - G.S.
PANIONIOS NUTELLA
A.O. SPORTING XXXXXX
X.X. PERISTERIOU
------------------------------------------
------------------------------------------
20TH GAME
06/02/99
------------------------------------------
PANATHINAIKOS A.O. - AEK
A.O. NIAR IST PAOK
G.S. AMARUSIOU - A.S. PAPAGOU
XXXXXXXX
A.S. APOLON PATRON ACHAIA XXXXXX -
IRAKLIS
G.S. PERISTERIOU - OLYMPIACOS S.F.P.
ARIS - IRAKLIO O.A.A. MINOAN LINES
G.S. PANIONIOS NUTELLA
A.O. SPORTING XXXXXX
------------------------------------------
------------------------------------------
21ST GAME
13/02/99
------------------------------------------
AEK - A.O. NIAR IST
PAOK - G.S. AMAROUSIOU
A.S. PAPAGOU XXXXXXXX
A.S. APOLON ACHAIA XXXXXX
OLYMPIACOS S.F.P. - PANTHINAIKOS
A.O.
A.O. SPORTING XXXXXX - XXXX
G.S. PERISTERIOU - G.S. PANIONIOS
NUTELLA
------------------------------------------
------------------------------------------
22ND GAME
20/02/99
------------------------------------------
G.S. AMAROUSIOU - AEK
A.S. APOLON PATRON ACHAIA XXXXXX
- PAOK
IRAKLIS - A.S. PAPAGOU XXXXXXXX
X.X. PANIONIOS NUTELLA - OLYMPIACOS
S.F.P.
A.O. NIAR IST - IRAKLIO O.A.A. MINOAN
LINES
PANATHINAIKOKS A.O. - A.O. SPORTING
XXXXXX
XXXX - X.X. PERISTERIOUS
------------------------------------------
------------------------------------------
23RD GAME
06/03/99
------------------------------------------
AEK - A.S. APOLON PATRON ACHAIA
XXXXXX
PAOK -IRAKLIS
OLYMPIACOS S.F.P. - A.S. PAPAGOU
XXXXXXXX
IRAKLIO O.A.A. MINOAN LINES - G.S.
AMAROUSIOU
A.O. SPORTING XXXXXX - A.O. NIAR IST
G.S. PERISTERIOU - PANTHINAIKOS A.O.
G.S. PANIONIOS NUTELLA - ARIS
------------------------------------------
------------------------------------------
24TH GAME
13/03/99
------------------------------------------
IRAKLIS - AEK
A.S. PAPAGOU XXXXXXXX - PAOK
ARIS - OLYMPIACOS S.F.P.
A.S. APOLON PATRON - IRAKLIO O.A.A.
MINOAN LINES
G.S. AMAROUSIOU - A.O. SPORTING
XXXXXX
X.X. NIAR IST - G.S. PERISTERIOU
PANATHIAKOS A.O. - G.S. PANIONIOS
NUTELLA
------------------------------------------
------------------------------------------
25TH GAME
20/03/99
------------------------------------------
AEK - A.S. PAPAGOU XXXXXXXX
OLYMPIACOS S.F.P. PAOK
IRAKLIO O.A.A. MINOAN LINES - IRAKLIS
A.O. SPORTING XXXXXX - A.S. APOLON II
ACHAIA XXXXXX
X.X. PERISTERIOU - G.S. AMAROUSIOU
G.S. PANIONIOS NUTELLA - A.O. NIAR IST
ARIS - PANATHINAICOS A.O.
------------------------------------------
------------------------------------------
26TH GAME
27/03/99
------------------------------------------
PAOK-AEK
PANATHINAICOS A.O. - OLYMPIACOS
S.F.P.
A.S. PAPAGOU XXXXXXXX - IRAKLIO
O.A.A. MINOAN LINES
IRAKLIS - A.O. SPORTING XXXXXX
A.S. APOLON PATRON ACHAIA XXXXXX -
G.S. PERISTERIOU
G.S. AMAROUSIOU - G.S. PANIONIOS
NUTELLA
A.O. NIAR IST - ARIS
------------------------------------------
I certify that the translations into English of exhibits 10.4 and 10.5 to the
Registration Statement on Form F-1 of MIH Limited are fair and accurate.
/s/ XXXXXX X. XXXXXXX
----------------------------------
Name
XX XXXXXXX
----------------------------------
Title
CHIEF FINANCIAL OFFICER
----------------------------------
Date
FEBRUARY 18, 1999
----------------------------------
